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18-198 Terracon Consultants Inc., Professional Engineering Services for the Blackberry farm Swimming Pools Improvement SECOND AMENDMENT TO AGREEMENT 92019-272 BETWEEN THE CITY OF CUPERTINO AND TERRACON CONSULTANTS,INC. FOR PROFESSIONAL ENGINEERING SERVICES This Second Amendment to Agreement #2019-272 between the City of Cupertino and Terracon Consultants, Inc., for reference dated 3/31/2019, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "CITY') and Terracon Consultants, Inc., a corporation (hereinafter "CONSULTANT") whose address is 5075 Commercial Cir., Suite E, Concord, CA 94520, and is made with reference to the following: RECITALS: A. On September 7, 2018 ("Effective Date"), an agreement was entered into by and between CITY and CONSULTANT (hereinafter "Agreement"). B. On November 5, 2018, a First Amendment to the Agreement was entered into by and between CITY and CONSULTANT. C. The Agreement, the First Amendment and this Second Amendment will collectively be referred to as the "Agreement" unless otherwise indicated. D. CITY and CONSULTANT desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 3.1 of the Agreement is modified to read as follows: "This Agreement begins on the Effective Date and ends on April 30, 2020 unless terminated earlier as provided herein ("Contract Time"). 2. Paragraph 4.1 of the Agreement is modified to read as follows: "Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed$59,600("Contract Price"), as specified in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant's actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price." 3. Paragraph 4.2 of the Agreement is modified to read as follows: "Basic Services. City will pay Consultant $59,600 ("Lump Sum Price") for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to, Subconsultants' costs, materials, supplies, equipment, travel, taxes,overhead and profit.If the Basic Services are not fully completed,Consultant Second Amendment to the Agreement for Professional Engineering Services—Terracon Consultants,Inc. Page 1 of 3 will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City's reasonable satisfaction." 4. The following exhibits to the Agreement are amended and replaced to read as shown in the Attachments to this Amendment: Exhibit A "Scope of Services", Exhibit B "Schedule of Performance" and Exhibit C "Compensation" Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. Second Amendment to the Agreement for Professional Engineering Services—Terracon Consultants,Inc. Page 2 of 3 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONSULTANT CITY OF CUPERTINO TERRACON CONSULTANTS, INC. A Municipal Corporation By - By ,/,, Matt Cappello, PE Printed Name_ Roger Lee, Acting Public Works Director Senior Engineer Title Date � 1 Date March 31, 2019 APPROVED AS TO FORM: By Heather Minner, City Attorney ATTEST: Grace Schmidt, City Clerk EXPENDITURE DISTRIBUTION PO #2019-272 Original: $15,000 Amendment 91: 14,900 Amendment #2: -24,4�00 Total: 600 ' Second Amendment to the Agreement for Professional Engineering Services—Terracon Consultants,Inc. Page 3 of 3 EXHIBIT A SCOPE OF SERVICES Amendment No. 2 CONSULTANT shall perform professional services as detailed in the following sections related to the Blackberry Farm Swimming Pools Improvement project. SECTION 1. GENERAL A. General PROJECT Description:The PROJECT involves providing engineering design services in connection with planned improvements to the pools at Blackberry Farm. B. General Performance Requirements: 1. The performance of all services by CONSULTANT shall be to the satisfaction of the CITY,in accordance with the express terms hereof,including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT. 2. The CITY's Department of Public Works shall manage the PROJECT and this AGREEMENT. CONSULTANT shall receive final direction from the CITY's Director of Public Works or his/her authorized designee (hereinafter collectively "CITY")only. The CITY shall resolve any conflicting direction from other groups, departments or agencies. 3. CONSULTANT shall coordinate this scope of services with the CITY as well as with other CITY consultants and contractors, as needed or as directed by the CITY. 4. CONSULTANT shall schedule meeting and prepare meeting agendas and minutes for all PROJECT meetings during the design phase under the scope of work. All minutes of meetings are due to the CITY within five (5) working days after the meeting. 5. CONSULTANT shall provide copies of such documentation to the CITY,and as directed by the CITY, to other appropriate agencies and entities. CONSULTANT shall coordinate all responses to comments through the CITY. 6. CONSULTANT's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly process of the work.'The schedule of performance indicated in EXHIBIT B, Amendment No. 2, may be adjusted by mutual agreement. 7. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT. CONSULTANT shall consult with the CITY, research applicable design criteria, and communicate with members of the PROJECT team. 8. CONSULTANT shall submit work products to the CITY, according to SECTION 2-TASKS, of this EXHIBIT A for purposes of evaluation and approval by the CITY. City of Cupertino Exhibits Page 1 of 9 Blackberry Farm Swimming Pools Improvement Project Terracon Consultants,Inc. C. Estimate of Probable Construction Cost: At Design Development and 75%Construction Documents phases, CONSULTANT shall prepare an estimate of probable construction cost as a decision-making tool. SECTION 2. TASKS A. Design Development (DD) Phase: 1. Meet with City to kickoff project, define the scope of work,confirm existing dimensions and obtain necessary information to create an accurate project background. 2. Prepare the site background drawing for the pool location on site and access to the project area. 3. Prepare demolition drawings and site access drawings for the pool re-surfacing and deck improvement scope of work. 4. Prepare Design Development drawings for the pool surfaces and deck improvements. 5. Provide product cut sheets for City's review and approval. 6. Engineer's Cost Estimate for Opinion of Probable Construction Costs: Provide opinion of probable construction cost for the swimming pool and deck improvements. Answer questions regarding estimate data for the aquatic facility. Consultant does not guarantee the opinion of probable construction cost. 7. Maintain open communication with City to discuss the aquatic facility Design Development drawings. Review and obtain approval of all pool improvements prior to commencing Construction Documents. B. Base Facility Condition Assessment (FCA) Services with Aquatics—includes ASTM E2018-15 Accessibility Survey) Evaluate the condition of the existing swimming pools, bath house, pool mechanical buildings, storage rooms, and facility entry, hereinafter defined as"Facility Assets". CONSULTANT will provide a written report of findings and recommendations, probable construction cost estimates and rough operating cost estimates. This assessment will prioritize maintenance,repairs and replacement of building systems, and include budgetary cost information to assist in funding future projects. The assumed project boundary is as illustrated in the following diagram.The FCA will be limited to the two pools, Pool Houses#1 and #2 and Site/Civil improvements. C. Construction Documents Phase Includes(1) One 1/2 day Scheduled Meeting (on-site). 1. Prepare pool improvement drawings (SP sheets) and submit to the Owner following the drawing format. City of Cupertino Exhibits Page 2 of 9 Blackberry Farm Swimming Pools Improvement Project Terracon Consultants, Inc. a. Pool Site Plan (site detail as provided from Owner as-built documents) • Design data • General notes • Reference notes b. Demolition Plans • Existing Pool Deck Demolition Extent and Notes • Existing Pool Shell Demolition Extent and Notes • Site Access for Construction Phase c. Recreation Pool Plans and Sections • Pool Plan • Dimensions face-to-face of pool finish • Cross sections • Depth dimensions • Pool markings(safety/training) • Underwater lights • Steps and grab rails (stairs, if any) • Inlet locations • Main drain locations d. Recreation Pool Details • skimmer system details • Wall details • Grab rails and recessed steps(plan and section) • Entry/exit stairs • Depth markers • Targets and lane markers • Stair step nosing detail • Handicap lift and anchor • Underwater light • Wedge anchor • Stanchion anchor • Cup anchor • Lane ropes • Other miscellaneous loose, deck, safety and maintenance equipment e. Slide Pool Plan and Sections • Pool Plan • Dimensions face-to-face of pool finish • Cross sections City of Cupertino Exhibits Page 3 of 9 Blackberry Farm Swimming Pools Improvement Project Terracon Consultants,Inc. • Depth dimensions • Pool markings(safety/training) • Underwater lights • Steps and grab rails (stairs, if any) • Inlet locations • Main drain locations f. Slide Pool Details • skimmer system details • Wall details • Grab rails and recessed steps (plan and section) • Entry/exit stairs • Depth markers • Targets and lane markers • Stair step nosing detail • Handicap lift and anchor • Underwater light • Wedge anchor • Stanchion anchor • Cup anchor • Other miscellaneous loose, deck,safety and maintenance equipment g. Pool Deck Plans and Details • Pool Deck Plan with Joint Layout,Drainage System, and Slopes • Pool Deck Notes • Pool Deck Details • Steps and grab rails(stairs, if any) • Pool markings(safety/training/competition) • Location of depth markings and safety warning signs • Depth marker schedule • Pool Equipment Layout Plan • Pool Equipment Notes • Pool Equipment Details • Steps and grab rails (stairs, if any) • Pool markings(safety/training/competition) • Location of depth markings and safety warning signs • Depth marker schedule • Anchors • Grab rails/Handrails City of Cupertino Exhibits Page 4 of 9 Blackberry Farm Swimming Pools Improvement Project Terracon Consultants,Inc. 2. Structural Design of Pool Deck • Prepare construction documents and specifications for the cast-in-place concrete pool deck. • Provide pool equipment anchorage details. • Assist in establishing testing and observation requirements 3. Pool Electrical Design • Prepare construction documents and details for the bonding of the pool deck anchors and equipment in accordance with NEC Article 680. • Specifications on drawing sheets. • Coordinate pool electrical documents with other disciplines. 4. Engineer's Cost Estimate for Opinion of Probable Construction Costs • Update opinion of probable construction cost for the swimming pools, deck, and related deck equipment and mechanical equipment. Answer questions regarding estimate data for the aquatic facility. The Consultant does not guarantee opinion of probable construction costs. 5. Prepare specifications for Division 13-0000 Special Construction: Section 131100 Swimming Pools. a. Specifications shall include sections for: • Cast-In-Place Concrete • Swimming Pool Plaster • Swimming Pool Tile • Pool Deck Equipment 6. Coordinate SP construction drawings and specifications with Owner's representative. 7. Provide progress sets of SP sheets at the following design intervals: • 50% • 100% including specifications 8. Support this phase of the design with open communication for pool related questions or clarification.Conference calls and/or phone consultation to address pool issues only. If participation required during general project non-pool related issues exceeding 30-minutes will be subject to additional fees and billed per the rate listed under Additional Services. City of Cupertino Exhibits Page 5 of 9 Blackberry Farm Swimming Pools Improvement Project Terracon Consultants,Inc. D. Agency Review Process No Site Visits Included 1. Prepare the Agency Review submittals.Consultant will provide assistance to the owner for filling out forms. Owner is responsible for agency review fees and filing process. E. Bidding No Site Visits Included. 1. Address agency and bidders' inquiries and furnish answers to concerned agency and respond to RFI items pertaining to clarifying drawings and specifications, if required. Assist the Owner in preparing the Agency Review submittals. F. Construction Observation Phase Four(4) 1/2 Day Site Visits 1. Review submittals, i.e., product information and requested substitutions by manufacturers and/or contractors with regard to the equipment specified and its related systems. 2. Observe construction/installation of the aquatic related items during specific milestones throughout construction and submit a report following each site visit. 3. Provide final observation of the aquatic facility to confirm that the pools, pool deck, and related pool equipment have been installed as designed and specified. Submit a final punch list. 4. Maintain open communication for the discussion of questions and issues as they arise in the development of the project. ADDITIONAL SERVICES Consultant services beyond the work in these tasks may be provided by CONSULTANT as Additional Services only if such Additional Services are authorized in writing by the CITY in advance. An Additional Services allowance of ZERO DOLLARS($0)is made a part of this agreement. Additional services may be paid for as a negotiated maximum not to exceed amount or by a time and materials cost accounting with a maximum not to exceed. City of Cupertino Exhibits Page 6 of 9 Blackberry Farm Swimming Pools Improvement Project Terracon Consultants,Inc. EXHIBIT B SCHEDULE OF PERFORMANCE Amendment No.2 1. Construction Documents: Complete 3 weeks after notification to proceed. 2. Agency Review Submittal: Complete 1 week after City approval of Construction Documents. EXHIBIT C COMPENSATION Amendment No. 2 A. Maximum Compensation. The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this AGREEMENT. The maximum amount of compensation to be paid to CONSULTANT under this AGREEMENT, including both payment for professional services, additional services and reimbursable expenses,shall not exceed FIFTY NINE THOUSAND SIX HUNDRED DOLLARS($59,600). CONSULTANT agrees that it shall perform all of the services set forth in EXHIBIT A, Amendment No. 2, of this AGREEMENT, except for additional services required pursuant to Section 2,TASKS and inclusive of reimbursable expenses, for the maximum not to exceed amount of FIFTY NINE THOUSAND SIX HUNDRED DOLLARS($59,600). The maximum amount of Additional Services authorized under Section G of this EXHIBIT C, Amendment No. 2, is ZERO DOLLARS ($0). B. Method of Payment For the Tasks outlined above, CONSULTANT shall, during the term of this AGREEMENT, invoice the CITY monthly based upon a percentage of completion of each milestone set forth below in the Payment Schedule for services performed, and reimbursable expenses incurred if applicable, in completing that milestone under this AGREEMENT. (Hereinafter "Invoice.") Provided CONSULTANT has completed the services and incurred the reimbursable expenses covered by the Invoice in accordance with the provisions of this AGREEMENT,as determined by the CITY, the CITY shall pay CONSULTANT the amount shown on the Invoice within thirty (30) working days of receipt of the Invoice. The Invoice shall be based on the percentage of milestone completed, and it shall describe the topics and tasks completed during the Invoice period in accordance with the Budget Schedule and Payment Schedule set forth below. The Invoice shall list work completed and reimbursable expenses if applicable,in accordance with the Budget Schedule and Payment Schedule set forth below. CONSULTANT also shall include supporting documents for any reimbursable expenses. The Invoice shall also show the total to be paid for the Invoice period. City of Cupertino Exhibits Page 7 of 9 Blackberry Farm Swimming Pools Improvement Project Terracon Consultants, Inc. C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows: Task Task Description Compensation Task A: Design Development $ 15,000 Task B: Base Facility Condition Assessment 14,900 Task C: Construction Documents 14,650 Task D: Agency Review 2,700 Task E: Bidding 1,400 Task F: Construction Observation 10,950 Additional Services Allowance 0 TOTAL $ 59,600 CONSULTANT shall not exceed any of the specified budget amounts for any Task without prior written authorization from the CITY. The CITY may approve in writing the transfer of budget amounts between any of the Tasks listed above provided the total AGREEMENT amount does not exceed FIFTY NINE THOUSAND SIX HUNDRED DOLLARS($59,600). D. Payment Schedule The Payment Schedule for this AGREEMENT shall be as follows: TASK MILESTONE PERCENT OF TASK COMPENSATION PAID UPON COMPLETION OF MILESTONE Task A:Conceptual Design 100% Task B: Design Development 100% Task C: Construction Documents 100% Task D: Bid Phase Support 100% Task E: Construction Phase Support 100% Additional Services Paid Pursuant to Subsection G below E. Subconsultant Services. CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services. City of Cupertino Exhibits Page 8 of 9 Blackberry Farm Swimming Pools Improvement Project Terracon Consultants,Inc. F. Reimbursable expenses. Reimbursable expenses are included in CONSULTANT's lump sum compensation, including, but not limited to, any expenses related to CONSULTANT's internal plan checks, CAD test prints,81/2" x 11" copies or fax copies. Plotting and Printing for public distribution will be the responsibility of the CITY. There are no separate reimbursable expenses for Basic Services performed under Tasks A and B in EXHIBIT A, Amendment No. 2. G. Additional Services. CONSULTANT shall not perform Additional Services without prior written authorization of the CITY. Additional Services shall be separately negotiated to be paid on a lump sum or a time and material basis at the rates set forth herein, as authorized by the CITY. The CITY has set aside the sum of ZERO DOLLARS($0) for the payment of Additional Services. The CITY shall not authorize and CONSULTANT shall not perform any Additional Services that result in charges in excess of the above amount. CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for authorized Additional Services rendered during the previous month. In the event Additional Services are authorized,CONSULTANT shall submit Invoices in accordance with the CONSULTANT hourly rate schedule in EXHIBIT C-1. The rates shown therein shall stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C, Amendment No. 2. City of Cupertino Exhibits Page 9 of 9 Blackberry Farm Swimming Pools Improvement Project Terracon Consultants,Inc. AC R" CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 1/1/2020 12/19/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER Lockton Companies NAME: 444 W.47th Street,Suite 900 PHONE FAX Kansas City MO 641 12-1906 E MAIL o.Extl Alc,No (816)960-9000 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Lexington Insurance Comoanv 19437 INSURED TERRACON CONSULTANTS, INC. INSURER B:Travelers Property Casualty Co of America 25674 1312890 SUITE E INSURER C:The Travelers Indemnity Company 25658 5075 COMMERCIAL CIRCLE INSURER D: CONCORD CA 94520 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: 15585213 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUER POLICY EFF POLICY EXP TYPE OF INSURANCE LTR INSD WVD POLICY NUMBER MM/DDIYYYY MM/DDIYYYY LIMITS COMMERCIALGENERALLIABILITY 1/1/2019 1/I/2020t- EACH OCCURRENCE $ 1 000000V g X Y Y TC21-GLSA-1118L293 DAMAGE TO RENTED CLAIMS-MADE 1XI OCCUR PREMISES Ea occurrence $ 1,000,000 X CONTRACTUAL LIAB MED EXP(Any one person) $ 25,000 X XCU COVERAGE PERSONAL&ADV INJURY $ 1X00,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2.000,000 POLICY X JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 RO OTHER: $ B AUTOMOBILE LIABILITY N y TC2J-CAP-131J3858 I/I/2019 1/I/202011 Ea CM aBcideDISINGLE LIMIT $ 2000000 X ANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS XXXXXXX HIRED 1 NN-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ XXXXXXX $ XXxXNXX B X UMBRELLA LIAB X OCCUR Y Y ZUP-91M46583 1/1/2019 I/l/2020✓ EACH OCCURRENCE v5,000 000 B EXCESS LIAB CLAIMS-MADE (EXCLUDES PROF.LIAB.) AGGREGATE $ 5,000 OO DIED RETENTION$ -}C-XX�C� WORKERS COMPENSATION Y X ' PER OTH- B AND EMPLOYERS'LIABILITY UB-2L010337-19-51-K(AOS) I/l/2019 I/I/2020✓ STATUTE ER C ANY PROPRIETOR/PARTNER/EXECUTIVE YIN NIA UBIL5546071951R(AZ,MA, l) I/I/2019 I/I/20201/ E.L.EACH ACCIDENT $ 1 000000V/ OFFICERIMEMBER EXCLUDED? �N (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ 1 000 000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT I$ 1.000.000 A PROFESSIONAL N N 26030216 V I/I/2019 1/1/2020`/ $2,000,000 EACH CLAIM& LIABILITY $2,000,000 IN THE ANNUAL ✓ AGGREGATE. DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) RE:BE186046-BLACKBERRY FARM SWIMMING POOL-FACILITY CONDITION ASSESSMENT,21979 SAN FERNANDO AVENUE CUPERTINO CA 95014.THE CITY OF CUPERTINO,ITS CITY COUNCIL,OFFICERS,OFFICIALS,EIVIPLOYEES ARE ADDITIONAL INSUREDS AS RESPECTS GENERAL LIABILITY AND UMBRELLA/EXCESS LIABILITY,AND THESE COVERAGES ARE PRIMARY AND NON-CONTRIBUTORY,AS REQUIRED BY WRITTEN CONTRACT.WAIVER OF SUBROGATION APPLIES TO GENERAL LIABILITY,AUTO LIABILITY,UMBRELLA/EXCESS LIABILITY,AND WORKERS COMPENSATION/ErvIPLOYER'S LIABILITY,WHERE ALLOWED BY STATE LAW AND AS REQUIRED BY WRITTEN CONTRACT.PROFESSIONAL LIABILITY RETROACTIVE DATE:FULL PRIOR ACTS. CERTIFICATE HOLDER CANCELLATION See Attachments 15585213 CITY OF CUPERTINO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ATTENTION:ALEX ACENAS, PW PROJECT MANAGER THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 10300 TORRE AVENUE ACCORDANCE WITH THE POLICY PROVISIONS. CUPERTINO CA 95014 AUTHORIZED REPRESENTATIV/ /I �J p ©198 015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: TC2J-GLSA-11181-293 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - AUTOMATIC STATUS IF REQUIRED BY WRITTEN CONTRACT (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that: a. You agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part; and b. Has not been added as an additional insured for the same project by attachment of an endorsement under this Coverage Part which includes such person or organization in the endorsement's schedule; is an insured, but: a. Only with respect to liability for"bodily injury", "property damage" or"personal injury"; and b. Only as described in Paragraph (1), (2) or (3) below, whichever applies: (1) If the"Written contract requiring insurance" specifically requires you to provide additional insured coverage to that person or organization by the use of: (a) The Additional Insured - Owners, Lessees or Contractors - (Form B) endorsement CG 20 10 11 85; or (b) Either or both of the following: the Additional Insured - Owners, Lessees or Contractors - Scheduled Person Or Organization endorsement CG 20 10 10 01, or the Additional Insured - Owners, Lessees or Contractors - Completed Operations endorsement CG 20 37 10 01; the person or organization is an additional insured only if the injury or damage arises out of"your work" to which the "written contract requiring insurance" applies; (2) If the "written contract requiring insurance" specifically requires you to provide additional insured coverage to that person or organization by the use of: (a) The Additional Insured - Owners, Lessees or Contractors - Scheduled Person or Organization endorsement CG 20 10 07 04 or CG 20 10 04 13, the Additional Insured - Owners, Lessees or Contractors - Completed Operations endorsement CG 20 37 07 04 or CG 20 37 04 13, or both of such endorsements with either of those edition dates; or (b) Either or both of the following: the Additional Insured -Owners, Lessees or Contractors - Scheduled Person Or Organization endorsement CG 20 10, or the Additional Insured Owners, Lessees or Contractors - Completed Operations endorsement CG 20 37, without an edition date of such endorsement specified; the person or organization is an additional insured only if the injury or damage is caused, in whole or in part, by acts or omissions of you or your subcontractor in the performance Miscellaneous Attachment: M482524 Certificate ID: 15585213 ;✓ of"your work" to which the "written contract requiring insurance" applies; or (3) If neither Paragraph (1) nor (2) above applies: (a) The person or organization is an additional insured only if, and to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of"your work"to which the "written contract requiring insurance" applies; and (b) The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. If the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum limits of liability required by the "written contract requiring insurance", the insurance provided to the additional insured will be limited to such minimum required limits of liability. For the purposes of determining whether this limitation applies, the minimum limits of liability required by the "written contract requiring insurance" will be considered to include the minimum limits of liability of any Umbrella or Excess liability coverage required for the additional insured by that "written contract requiring insurance". This endorsement will not increase the limits of insurance described in Section III - Limits Of Insurance. b. The insurance provided to the additional insured does not apply to "bodily injury", "property damage" or"personal injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders or change orders, or the preparing, approving, or failing to prepare or approve, drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities. c. The insurance provided to the additional insured does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products-completed operations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured during the policy period. 3. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured. However, if the "written contract requiring insurance" specifically requires that this insurance apply on a primary basis or a primary and non-contributory basis, this insurance is primary to other insurance available to the additional insured under which that person or organization qualifies as a named insured, and we will not share with that other insurance. But the insurance provided to the additional insured by this endorsement still is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured, or is any other insured that does not qualify as a named insured, under such other insurance. 4. As a condition of coverage provided to the additional insured by this endorsement: a. The additional insured must give us written notice as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, such notice should include: (1) How, when and where the 'occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the 'occurrence" or Miscellaneous Attachment: M482524 Certificate ID: 15585213 offense. b. If a claim is made or "suit' is brought against the additional insured, the additional insured must: (1) Immediately record the specifics of the claim or "suit' and the date received; and (2) Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or"suit' as soon as practicable. c. The additional insured must immediately send us copies of all legal papers received in connection with the claim or "suit', cooperate with us in the investigation or settlement of the claim or defense against the "suit', and otherwise comply with all policy conditions. d. The additional insured must tender the defense and indemnity of any claim or"suit' to any provider of other insurance which would cover the additional insured for a loss we cover under this endorsement. However, this condition does not affect whether the insurance provided to the additional insured by this endorsement is primary to other insurance available to the additional insured which covers that person or organization as a named insured as described in Paragraph 3. above. 5. The following is added to the DEFINITIONS Section: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal injury" is caused by an offense committed, during the policy period and: a. After the signing and execution of the contract or agreement by you; and b. While that part of the contract or agreement is in effect. CG D6 04 08 13 Miscellaneous Attachment: M482524 Certificate ID: 15585213 Miscellaneous Attachment: M79272 Certificate ID: 15585213 Policy Number:TC2J-GLSA-1118L293 COMMERCIAL GENERAL LIABILITY CG 24 04 10 93 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person(s) or Organization(s): Any person or organization for whom you have agreed in a written contract or agreement to waive your right of recovery, but only for payments we make because of: 1. "Bodily injury" or "property damage" that occurs; or 2. "Personal injury" or "advertising injury" caused by an offense committed; after you have executed that contract or agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (section IV-Commercial General Liability Conditions) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work"done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. Miscellaneous Attachment: M463695 Certificate ID: 15585213� i J POLICY NUMBE�-: TC2J-GLSA-11181-293= COMMERCIAL GENERAL LIABILITY - THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY - EARLIER NOTICE OF CANCELLATIONMONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days'Notice: 30 NAME: ANY PERSON OR ORGANIZATION FOR WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION, NONRENEWAL OR MATERIAL REDUCTION IN COVERAGE OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEE TO IT THAT WE RECEIVE A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION,AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION, NONRENEWAL, OR MATERIAL LIMITATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEMENT. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US A. For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in the CONDITIONS Section of this insurance, or as amended by any applicable state cancellation endorsement applicable to this insurance, is increased to the number of days shown in the SCHEDULE above. B. For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of When We Do Not Renew (Nonrenewal), as provided in the CONDITIONS Section of this insurance, or as amended by any applicable state When We Do Not Renew (Nonrenewal)endorsement applicable to this insurance, is increased to the number of days shown in the SCHEDULE above. C. We will mail notice of cancellation or nonrenewal or material limitation of those coverage forms to the person or organization shown in the schedule above. We will mail the notice with at least the Number of Days indication above before the effective date to our action. ILT3540398 Miscellaneous Attachment: M451783 CertificatefD: 155852111 i COMMERCIAL AUTO POLICY #TC2J-CAP-131 J3858 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. Paragraph A.S. Transfer of Rights of Recovery Against Others to Us of the CONDITIONS section is replaced by the following: 5. Transfer Of Rights Of Recovery Against Others to Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. CA T3 40 02 15 Miscellaneous Attachment: M463694 Certificate 1D: 15585213 ) POLICY NUMBER: TC2J-CAP-1 31 J3858 THIS NQORSEMENT_CHMNGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice of Cancellation: 30 NAME: ANY PERSON OR ORGANIZATION FOR WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION, OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEE TO IT THAT WE RECEIVE A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OR OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEMENT. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS: If we cancel this policy for any statutorilly permitted reason other than nonpayment of premium, and a number of days is shown for cancellation in the schedule above, we will mail notice of cancellation to the person or organization shown in the schedule above. We will mail such notice to the address shown in the schedule above at least the number of days shown for cancellation in the schedule above before the effective date of cancellation. ILT4050311 Miscellaneous Attachment: M463713 Certificate ID: 15585213' Policy Number: ZUP-911VI46583 Policy Type=Umbrella Liabiltty THIS ENDORSEMENT CHANGES THEPOLICY. PLEASE READ IT CAREFULLY DESIGNATED ENTITY - NOTICE OF CANCELLATIONMONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice of Cancellation: 30 NON RENEWAL: Number of Days Notice of Nonrenewal: 30 PERSON OR ORGANIZATION: Any person or organization for whom you have agreed in a written contract that notice of cancellation or nonrenewal of this policy will be given, but only if: 1. You send us a written request to provide such notice, including the name and address of such person or organization, after the first Named Insured receives notices from us of the cancellation or nonrenewal of this policy; and 2. We receive such written request at least 14 days before the beginning of the applicable number of days shown in this endorsement. PROVISIONS: A. If we cancel this policy for any statutory permitted reason other than nonpayment of premium, and a number of days is shown for cancellation in the schedule above, we will mail notice of cancellation to the person or organization shown in the schedule above. We will mail such notice to the address shown in the schedule above at least the number of days shown for cancellation in the schedule above before the effective daate of cancellation. B. If we decide to not renew this policy for any statutotily permitted reason, and a number of days is shown for nonrenewal in the schedule above, we will mail notice of nonrenewal to the person or organization shown in the schedule above. We will mail such notice to the address shown in the schedule above at least the number of days shown for nonrenewal in the schedule above before the expiration date. ILT4001209 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13(00) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT SCHEDULE DESIGNATED PERSON: Any person or organization for which the Insured has agreed by written contract executed prior to loss to furnish this waiver. DESIGNATED ORGANIZATION: Any person or organization for which the Insured has agreed by written contract executed prior to loss to furnish this waiver. Miscellaneous Attachment:M463692 Certificat ID: 15585213 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY -- ENDORSEMENT WC 99 06 R3 POLICY NUMBER: (UB-2L010337-19-51-K(AOA&UB-lL554607-19-51-R(AZ, MA,WI) NOTICE OF CANCELLATION TO DESIGNATED PERSONS OR ORGANIZATIONS The following is added to PART SIX-CONDITIONS: Notice of Cancellation to Designated Persons or Organizations If we cancel this policy for any reason other than non-payment of premium by you,we will provide notice of such cancellation to each person or organization designated in the Schedule below. We will mail or deliver such notice to each person or organization at its listed address in at least the number of days shown for that person or organization before the cancellation is to take effect. You are responsible for providing its with the information necessary to accurately complete the Schedule below. If we cannot mail or deliver a notice of cancellation to a designated person or organization because the name or address of such designated person or organization provided to its is not accurate or complete,we have no responsibility to mail,deliver or otherwise notify such designated person or organization of the cancellation. SCHEDULE Name and Address of Designated Persons or Organizations: ANY PERSON OR ORGANIZATION FOR WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION,OF THIS POLICY WILL BE GIVEN,BUT ONLY IF: 1.YOU SEE TO IT THAT WE RECEIVE A WRITTEN REQUEST TO PROVIDE SUCH NOTICE,INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION,AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OR MATERIAL LIMITATION OF THIS POLICY;AND 2.WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEMENT. THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US Number of Days'Notice 30 All other terms and conditions of this policy remain unchanged. i Miscellaneous Attachment: M450465 Certificate ID: 15585213� This endorsement, effective 12:01 AM 01/01/2018 Forms a part of policy no.: 026030216 Issued to:TERRACON CONSULTANTS, INC. By: LEXINGTON INSURANCE COMPANY ADVICE OF CANCELLATION TO ENTITIES OTHER THAN THE NAMED INSURED ENDORSEMENT This endorsement modifies insurance provided by the policy: SCHEDULE Name of Certificate Holder(s) and Address: WHERE PURSUANT TO A CONTRACT OR WRITTEN AGREEMENT THE INSURED HAS AGREED TO PROVIDE SUCH ADVICE OF CANCELLATION A. If the Insurer cancels this policy, prior written notice of cancellation shall be given to the Certificate Holder(s) shown in the above Schedule (hereinafter, "Certificate Holder(s)") as follows: 1. a ten (10) day prior written notice of cancellation shall be given for nonpayment of premium; 2, a thirty (30) day prior written notice of cancellation shall be given for any reason other than cancellation for non-payment of premium, 3. a thirty (30) day prior written notice of shall be given for non-renewal of this policy. B. The Insurer shall provide thirty(30) days prior written notice of a material change during the policy period to the Certificate Holder(s). Other than the right to receive notice of cancellation or a notice of a material change as set forth herein, this endorsement confers no rights under this policy to the Certificate Holcier(s) including, but not limited to, additional insured status or additional Named Insured status. The following definitions apply to this endorsement: 1. Insurer means the insurance company shown in the header on the Declarations Page of this policy. 2. Material change means the addition of an endorsement(s) to the policy after the policy inception date which: a. Reduces the Limits of insurance/Liability All other terms and conditions of the policy remain the same. LX0404 Authorized Representative OR Countersignature (In states where applicable) PO *q- ���, FIRST AMENDMENT TO AGREEMENT#2019-272 BETWEEN THE CITY OF CUPERTINO AND TERRACON CONSULTANTS,INC. FOR PROFESSIONAL ENGINEERING SERVICES This First Amendment to Agreement#2019-272 between the City of Cupertino and Terracon Consultants, Inc., for reference dated 9/7/2018, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Terracon Consultants, Inc., a Corporation ("Consultant")whose address is 5075 Commercial Cir., Ste. E,Concord, CA 94520, and is made with reference to the following: RECITALS: A. On 9/7/2018, an agreement was entered into by and between City and Consultant (hereinafter"Agreement")for Professional Engineering Services. The agreement will expire on 3/31/2019. B. The Agreement and this First Amendment will collectively be referred to as the "Agreement"unless otherwise indicated. C. City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between aI undersigned parties as follows: 1. COMPENSATION a. Paragraph 4.1 of the Agreement is modified to read as follows: "Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed$ 29,900 ("Contract Price"), as specified in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even in Consultant's actual costs exceed the capped amount. No extra work or payment is pennitted in excess of the Contract Price." b. Paragraph 4.2 of the Agreement is modified to read as follows: Ju m "Basic Se 'ces. City will pay Consultant$ 29,900 ("Lump Sum Price") for the complete and satis ctory performance of the Basic Services in accordance with Exhibit C. The Lump S. Price is inclusive of all time and expenses, including,but not limited to, Subconsultant's costs materials, supplies, equipment, travel, taxes, overhead and profit. If the Basic Services are not filly completed, Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City's reasonable satisfaction." 2. The following Exhibits to the Agreement, are amended and replaced to read as shown in the attachments to this Amendment: Exhibit A "Scope of Services", Exhibit B "Schedule of Performance" and Exhibit C "Compensation" 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in Rill force and effect. IN WITNESS WHEREOF,the parties hereto have caused this modification of Agreement to be executed. CONSUL A _ CITY OF C RTINO By By Title Departmen Manager Title ,y u �c Terracon Consultants, Inc. ill —� APPR VED A �0�,'RM ity Attorney ATT SST: fCtit�t�� City Clerk EXPENDITURE DISTRIBUTION PO#2019-272 Click here to enter text. Original $15,000 Amendment#1: $14,900 Total: $29,900 i EXHIBIT A SCOPE OF SERVICES CONSULTANT shall perform professional services as detailed in the following sections related to the Blackberry Farm Swimming Pools Improvement project. SECTION 1. GENERAL A. General PROJECT Description: The PROJECT involves providing engineering design services in connection with planned improvements to the pools at Blackberry Farm. B. General Performance Requirements: 1. The performance of all services by CONSULTANT shall be to the satisfaction of the CITY, in accordance with the express terms hereof,including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT. 2. The CITY's Department of Public Works shall manage the PROJECT and this AGREEMENT. CONSULTANT shall receive final direction from the CITY's Director of Public Works or his/her authorized designee(hereinafter collectively "CITY")only. The CITY shall resolve any conflicting direction from other groups, departments or agencies. 3. CONSULTANT shall coordinate this scope of services with the CITY as well as with other CITY consultants and contractors, as needed or as directed by the CITY. 4. CONSULTANT shall schedule meeting and prepare meeting agendas and minutes for all PROJECT meetings during the design phase under the scope of work. All minutes of meetings are due to the CITY within five (5) working days after the meeting. 5. CONSULTANT shall provide copies of such documentation to the CITY, and as directed by the CITY, to other appropriate agencies and entities. CONSULTANT shall coordinate all responses to comments through the CITY. 6. CONSULTANT's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly process of the work. The schedule of performance indicated in EXHIBIT B may be adjusted by mutual agreement. 7. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT. CONSULTANT shall consult with the CITY,research applicable design criteria, and communicate with members of the PROJECT team. 8. CONSULTANT shall submit work products to the CITY, according to SECTION 2-TASKS, of this EXHIBIT A for purposes of evaluation and approval by the CITY. City of Cupertino Exhibits Page 1 of 6 Blackberry Farm Swimming Pools Improvement Project Amendment No.1 Terracon Consultants,Inc. C. Estimate of Probable Construction Cost:At Design Development and 75% Construction Documents phases, CONSULTANT shall prepare an estimate of probable construction cost as a decision-making tool. SECTION 2. TASKS A. Design Development (DD) Phase: 1. Meet with City to kickoff project, define the scope of work, confirm existing dimensions and obtain necessary information to create an accurate project background. 2. Prepare the site background drawing for the pool location on site and access to the project area. 3. Prepare demolition drawings and site access drawings for the pool re-surfacing and deck improvement scope of work. 4. Prepare Design Development drawings for the pool surfaces and deck improvements. 5. Provide product cut sheets for City's review and approval. 6. Engineer's Cost Estimate for Opinion of Probable Construction Costs:Provide opinion of probable construction cost for the swimming pool and deck improvements.Answer questions regarding estimate data for the aquatic facility. Consultant does not guarantee the opinion of probable construction cost. 7. Maintain open communication with City to discuss the aquatic facility Design Development drawings.Review and obtain approval of all pool improvements prior to commencing Construction Documents. B. Base Facility Condition Assessment(FCA) Services with Aquatics—includes ASTM E2018-15 Accessibility Survey) Evaluate the condition of the existing swimming pools,bath house,pool mechanical buildings, storage rooms, and facility entry,hereinafter defined as "Facility Assets". CONSULTANT will provide a written report of findings and recommendations,probable construction cost estimates and rough operating cost estimates. This assessment will prioritize maintenance, repairs and replacement of building systems, and include budgetary cost information to assist in funding future projects. The assumed project boundary is as illustrated in the following diagram. The FCA will be li nited to the two pools,Pool Houses #1 and #2 and Site/Civil improvements. City of Cupertino Exhibits Page 2 of 6 Blackberry Farm Swimming Pools Improvement Project Amendment No.1 Terracon Consultants,Inc. q Iti t n nA and Pooi ti pool ADDITIONAL SERVICES Consultant services beyond the work in these tasks may be provided by CONSULTANT as Additional Services only if such Additional Services are authorized in writing by the CITY in advance. An Additional Services allowance of ZERO DOLLARS($0) is made a part of this agreement. Additional services may be paid for as a negotiated maximum not to exceed amount or by a time and materials cost accounting with a maximum not to exceed. City of Cupertino Exhibits Page 3 of 6 Blackberry Farm Swimming Pools Improvement Project Amendment No.1 Terracon Consultants,Inc. EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by December 31, 2018. EXHIBIT C COMPENSATION A. Maximum Compensation. The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this AGREEMENT. The maximum amount of compensation to be paid to CONSULTANT under this AGREEMENT, including both payment for professional services, additional services and reimbursable expenses, shall not exceed TWENTY-NINE THOUSAND NINE HUNDRED DOLLARS($29,900.00). CONSULTANT agrees that it shall perform all of the services set forth in EXHIBIT A of this AGREEMENT, except for additional services required pursuant to Section 2,TASKS and inclusive of reimbursable expenses,for the maximum not to exceed amount of TWENTY-NINE THOUSAND NINE HUNDRED DOLLARS ($29,900.00). The maximum amount of Additional Services are authorized under Section G of this EXHIBIT C is ZERO DOLLARS ($0). B. Method of Payment For the Tasks outlined above, CONSULTANT shall, during the term of this AGREEMENT, invoice the CITY monthly based upon a percentage of completion of each milestone set forth below in the Payment Schedule for services performed, and reimbursable expenses incurred if applicable, in completing that milestone under this AGREEMENT. (Hereinafter "Invoice.") Provided CONSULTANT has completed the services and incurred the reimbursable expenses covered by the Invoice in accordance with the provisions of this AGREEMENT, as determined by the CITY,the CITY shall pay CONSULTANT the amount shown on the Invoice within thirty (30) working days of receipt of the Invoice. The Invoice shall be based on the percentage of milestone completed, and it shall describe the topics and tasks completed during the Invoice period in accordance with the Budget Schedule and Payment Schedule set forth below. The Invoice shall list work completed and reimbursable expenses if applicable, in accordance with the Budget Schedule and Payment Schedule set forth below. CONSULTANT also shall include supporting documents for any reimbursable expenses. The Invoice shall also show the total to be paid for the Invoice period. City of Cupertino Exhibits Page 4 of 6 Blackberry Farm Swimming Pools Improvement Project Amendment No.1 Terracon Consultants,Inc. C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows: Task Task Description Compensation A. Design Development $ 15,000 B. Base Facility Condition Assessment 14,900 Subtotal $29,900 Additional Services Allowance 0 Agreement Amount $29,900 CONSULTANT shall not exceed any of the specified budget amounts for any Task without prior written authorization from the CITY. The CITY may approve in writing the transfer of budget amounts between any of the Tasks listed above provided the total AGREEMENT amount does not exceed TWENTY-NINE THOUSAND NINE HUNDRED DOLLARS($ 29,900.00). D. Payment Schedule The Payment Schedule for this AGREEMENT shall be as follows: TASK MILESTONE PERCENT OF TASK COMPENSATION PAID UPON COMPLETION OF MILESTONE A. Design Development 100% B. Base Facility Condition Assessment 100% E. Subconsultant Services. CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services. F. Reimbursable expenses. Reimbursable expenses are included in CONSULTANT's lump sum compensation, including, but not limited to, any expenses related to CONSULTANT's internal plan checks,CAD test prints, 8 1/2" x 11" copies or fax copies. Plotting and Printing for public distribution will be the responsibility of the CITY. There are no separate reimbursable expenses for Basic Services performed under Tasks A and B in EXHIBIT A. City of Cupertino Exhibits Page 5 of 6 Blackberry Farm Swimming Pools Improvement Project Amendment No.1 Terracon Consultants,Inc. G. Additional Services. CONSULTANT shall not perform Additional Services without prior written authorization of the CITY. Additional Services shall be separately negotiated to be paid on a lump sum or a time and material basis at the rates set forth herein, as authorized by the CITY. The CITY has set aside the sum of ZERO DOLLARS($0)for the payment of Additional Services. The CITY shall not authorize and CONSULTANT shall not perform any Additional Services that result in charges in excess of the above amount. CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for authorized Additional Services rendered during the previous month. In the event Additional Services are authorized,CONSULTANT shall submit Invoices in accordance with the CONSULTANT hourly rate schedule in EXHIBIT C-1. The rates shown therein shall stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C. City of Cupertino Exhibits Page 6 of 6 Blackberry Farm Swimming Pools improvement Project Amendment No.1 Terracon Consultants,Inc. i CITY OF IIIDESIGN PROFESSIONAL SERVICES AGREEMENT(SINGLE) WITH TERRACON CONSULTANTS, INC. CUPERTINO 1. PARTIES This Agreement is made and entered into as of , ("Effective Date"),by and between the City of Cupertino,a municipal corporation ("City"),and Terracon Consultants Inc. ("Consultant"), a Corporation for Professional Engineering Services for the Blackberry Farm Swimming Pools Improvement("Project"). 2. SERVICES 2.1 Basic Services.Consultant agrees to provide the Basic Services for the Project,which are set forth in detail in the Scope of Services,attached Mere and incorporated as Exhibit A, and as further specified in Consultant's written Proposal as approved by City, except for any provision in the Proposal which conflicts or is inconsistent with-this Agreement and the Exhibits hereto, or as otherwise expressly rejected byCity. 2.2 Additional Services.City may request at any time during the Contract Time that Consultant provide additional services for the Project,which are not already encompassed, expressly or implicitly, in the Agreement,the Scope of Services, or the Proposal("Additional Services"). Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all the provisions applicable to Basic Services, except and only to the extent otherwise specified by City in writing. All references to"Services" in the Agreement include Basic Services and Additional Services,unless otherwise stated in writing. The Services may be divided into separate sequential tasks, as further specified in this Agreement,the Scope of Services,and Consultant's Proposal. Consultant is solely responsible for its errors and omissions and those of its SubConsultants, and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay,liability, and costs resulting from its errors or omissions. 3. TIMF, OF PERFORMANCE 3.1 Term.This Agreement begins on the Effective Date and ends on March 31. 2019 , unless terminated earlier as provided herein ("Contract Time"). 3.2 Schedule of Performance.All Services must be provided within the times specified in Exhibit B, Schedule of Performance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks, Consultant must begin work on each separate task upon receiving City's Notice to Proceed("NTO"), and must complete each task within the time specified in Exhibit13. Blackberry Farm Swimming Pools Improvement Design Professional Agreement(single)/Rev.lvf v.2018 Page 1 of 10 3.3 Time is of the essence for the performance of all the Services. Consultant must have sufficient time,resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed$ 15,000 ("Contract Price"),as specified in Exhibit C,Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant's actual costs exceed the capped amount.No extra work or payment is permitted in excess of the Contract Price. 4.2 Basic Services. City will pay Consultant$ 15,000 ("Lump Sum Price") for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to,SubConsultant's costs, materials, supplies, equipment,travel, taxes,overhead and profit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City's reasonable satisfaction. 43 Additional Services. City has the discretion,but not the obligation,to authorize Additional Services up to an amount not to exceed$ 0.00. Additional Services provided to City's reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge("Reimbursable Expenses"). Consultant will not be entitled to reimbursement for copying,printing, faxes,telephone charges, employee overtime, or travel to City offices or to the Project site. 4.4 Invoices and Payments.Monthly invoices must describe the Services completed and the amount due for the preceding month. City will pay Consultant within 30 days following receipt of a properly submitted and approved invoice for Services. The invoice must separately itemize and provide subtotals for Basic Services and Additional Services, and must state the percentage of completion for each task, as specified in Exhibit C. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks.If the disagreement is unresolved, City will pay Consultant only for the undisputed portion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. a. Time and Expenses.For Additional Services provided on an hourly basis, each invoice must also include, for each day of Services provided: (i)name and title of each person providing Services; (ii) a succinct summary of the Services performed by each person; (iii) the time spent per person, in 30 minute increments; (iv)the hourly billing rate or Sub- Consultant charge and payment due; and(v) an itemized list with amounts and explanation for all permitted reimbursable expenses. Blackberry Farm Swimming Pools Improvement ProjectDesign Professional Agreement(single)/Rev.May.2018 Page 2 of 10 b. Rates and Receipts. All hourly rates and reimbursable expenses must conform to the City- approved rates set forth in Exhibit C, which will be in effect for the entire Contract Time. Each invoice must attach legible,dated receipts for Reimbursable Expenses. 5. INDEPENDENT CONTRACTOR 5.1 Status. Consultant is an independent Consultant and not an employee,partner,or joint venture of the City. Consultant is solely responsible for the means and methods of performing the Services and shall exercise full control over the employment,direction, compensation and discharge of all persons assisting Consultant in performing the Services.Consultant is not entitled to health benefits, worker's compensation, retirement, or any City benefit. 5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its SubConsultants that they have the qualifications and skills to perform the Services in a competent and professional manner, as exercised by design professionals performing similar services in the San Francisco Bay Area. Services may only be performed by qualified and experienced personnel or SubConsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be performed as specified to City's reasonable satisfaction. 5.3 Permits and Licenses.Consultant warrants on behalf of itself and any SubConsultants that they are properly licensed, registered, and/or certified to perform the Services, as required by law, and that they have procured a valid City Business License. I 5.4 SubConsultants.Unless prior written approval from City is obtained, only Consultant's employees and SubConsultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all SubConsultants to furnish proof of insurance for workers' compensation, commercial liability, auto, and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all SubConsultants relative to the portion of their work. 5.5 Tools,Materials and Equipment.Consultant will supply and shall be responsible for all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes.Consultant must pay income taxes on the money earned under this Agreement. Upon City's request, Consultant will provide proof of payment and will indemnify City for any violations pursuant to the indemnity provision of this Agreement. 5.7 Errors and Omissions.Consultant is solely responsible for its errors and omissions and those of its SubConsultants, and must take prompt measures to avoid,mitigate, and correct them at its sole expense. 6. PROPRIETA-RY/CONF_IDENTIAL.INFORVIATION During the Contract Time Consultant may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City. Consultant shall hold in confidence all City information and use Blackberry Farm Swimming Pools Improvement Project Design:Professional Agreement(single)/Rev.May.2018 Page 3 of 10 it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data. 7. OWNERSHIP OF ATFRIAL 7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest (including copyright interests)of Consultant in any product,memoranda, study, report,map,plan, drawing, specification, data, record, document, or other information or work, in any medium,prepared by Consultant under this Agreement ("Work Product"),will be the exclusive property of the City and shall not be shown to a third-party without prior written approval by City 7.2 Copyright.To the extent permitted by Title 17 of U.S. Code, all copyrights to the Work Product prepared/created by Consultant and its SubConsultants and all copyrights in such Work Product shall constitute City property. If it is determined under federal law that the Work Product is not"works for hire", Consultant and SubConsultants hereby assign to City all copyrights to the Work Product when and as created. Consultant may retain copyrights to its standard details,but hereby grants City a perpetual, non-exclusive license to use such details. 7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights,City may use or modify the Work Product of Consultant and its SubConsultants to execute or implement any of the following,but Consultant shall not be responsible or liable for City's re-use of Work Product: (a) For work related to the original Services for which Consultant was hired; (b) To complete the original Services with City personnel, agents or other Consultants; (c) To make subsequent additions to the original Services;and/or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and similar items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Consultant's performance, benchmarks and deliverables.The records and supporting documents must be kept separate from other files and maintained for a period of four years from the date of City's final payment. 8.2 Consultant will provide City full access to Consultant's books and records for review and audit, to make transcripts or copies, and to conduct a preliminary examination of all the work, data, documents,proceedings, and activities related to this Agreement. If a supplemental examination or Blackberry Farm Swimming Pools Improvement Project Design Professional Agreement(single)/Rev. May.2018 Page 4 of 10 audit of Consultant's records discloses non-compliance with appropriate internal financial controls,a contract breach,or a failure to act in good faith,City will be entitled to recover from Consultant the costs of the supplemental examination. If this is a lump sum fee Agreement, City will be provided access to records of reimbursable expenses and the instruments of service/deliverables for review and audit. This Section survives the expiration/termination of this Agreement. 9. ASSIGNMENT I Consultant shall not assign,sublease, hypothecate,or transfer this Agreement,or any interest therein, directly or indirectly,by operation of law or otherwise,without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Consultant as a legal entity will be considered an Assignment subject to City approval,which shall not be unreasonably withheld.For purposes of this provision,control means 50%or more of the voting power of the business entity. This Agreement binds Consultant, its heirs,successors and assignees. 10. PUBLICITY/SIGNS Any publicity generated by Consultant for the project under this Agreement,during the term of this Agreement and for one year thereafter,will reference the City's contributions in making the project possible. The words"City of Cupertino"will be displayed in all pieces of publicity, including flyers, press releases,posters,brochures,public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Agreement,without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law and except for losses caused by the active negligence or willful misconduct of City personnel,Consultant agrees to indemnify, defend, and hold harmless the City, its City Council,boards and commissions,officers,officials, employees (collectively, "Indemnitees"), as follows: a. Indemnity Obligations Subject to Civil Code Section 2782.8. With respect to the Services performed in connection with the Agreement,Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any and all liability,claims, actions, causes of action,demands or charges whatsoever against any Indemnitee,including any injury to or death of any person or damage to property or other liability of any nature (collectively, "Liability"),that arise out of,pertain to,or relate to the negligence,recklessness, or willful misconduct of Consultant,its officers,officials, employees, agents or SubConsultants. Such costs and expenses shall include reasonable attorney fees for legal counsel of City's choice,expert fees, and all other costs and fees of litigation. In addition to its indemnity obligations, Design Professional will provide its immediate and active cooperation and assistance to the City, at no additional cost to the City,in analyzing,defending, and resolving such Liability. b. Claims Involving Intellectual Property.Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any claim involving intellectual property, infringement or violation of a United States patent right or copyright,trade secret,trademark, or service mark or other proprietary or intellectual property rights,which arises out of,pertains to,or relates to Consultant's Blackberry Farm Swimming Pools Improvement Project Design Professional Agreement(single)/Rev.May.2018 Page 5 of 10 negligence,recklessness, or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City's choice, expert fees and all other costs and fees of litigation. C. Claims for Other Liability.For all other liabilities not included in provisions"b"and "c"above, Consultant shall indemnify, defend,and hold harmless the lndemnitees against any and all liability, claims, actions, causes of action or demands whatsoever, including any injury to or death of any person or damage to property, or other liability of any nature arising out of,pertaining to, or relating to the performance of this Agreement by Design Professional, its employees, officers, officials, agents or SubConsultants, including liability based on breach of contract, obligations, or warranties,or any unauthorized use or disclosure of City's confidential and proprietary information. 11.2 Consultant will assist City, at no additional cost, in the defense of any claim,dispute or lawsuit arising out of this Agreement. Consultant's duties herein are not limited to or subject to the Contract Price,to Workers' Compensation claims, or to the Insurance or Bond limits and provisions.Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee. 11.3 If this Agreement is entered into or amended on or after January 1,2018,Consultant's duty to pay for any of Indemnitees' defense related costs will be limited to its proportionate share of fault, as determined by final decision by a court of competent jurisdiction, subject to any applicable exceptions in Civil Code section 2782.8. 11.4 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant's indemnification duties, including reasonable attorney fees, fees for legal counsel acceptable to City, expert fees, and all other costs and expenses related to a claim or counterclaim, a purchase order, another transaction,litigation, or dispute resolution.Without waiving any rights,City may deduct money from Consultant's payments to cover moneys due to City. Section 11 survives expiration or termination of this Agreement. 12. INSURANCE On or before the Contract Time commences,Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D.City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount,class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant's expense and deduct costs from payments to Consultant. 13. COMPLIANCE NVITH LAWS 13.1 General Laws.Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant's ability to perform.Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act, or other federal or state law, rule or regulation. Blackberry Farm Swimming Pools Improvement Project Design Professional Agreement(single)/Rev.May.2018 Page 6 of 10 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a"public works"component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws.To the extent applicable, Consultant must comply with City's Labor Compliance Program and with state labor laws pertaining to working days, overtime,payroll records and DIR Registration and Oversight. If the Contract Price is$30,000 or more, Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5. 133 Discrimination Laws. Consultant shall not discriminate on the basis of race, religious creed, color, ancestry, national origin,ethnicity, handicap,disability,marital status,pregnancy, age, sex, gender, sexual orientation,gender identity,Acquired-Immune Deficiency Syndrome(AIDS),or any other protected classification. Consultant shall comply with all anti-discrimination laws, including Government Code Section 12900 and 11135,and Labor Code Section. 1735, 1777 and 3077.5. Consistent with City policy prohibiting, Consultant understands that harassment and discrimination by Consultant or any of its SubConsultants toward a job applicant,an employee, a City employee, or any other person is strictly prohibited. 13.4 Conflicts of Interest.Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant warrants that no public official, employee,or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement in violation of California Government Code Section 1090 et seq. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant is familiar with and agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies.A violation of this Section constitutes a material breach and may result in City suspending payments, requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement,including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend, and hold City harmless fiom and against any loss, liability,and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager. The City's Project Manager for all purposes under this Agreement will be Alex Acenas,Public Works Project Manager, who shall have the authority to manage this Agreement and oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City's reasonable approval, Consultant's Project Manager for all purposes under this Agreement will be Ron Bravo, who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders, and the Schedule of Performance, and providing regular updates to the City's Project Manager on the Project status, progress, and any delays. City written approval is required prior to Consultant substituting a new Project Manager,which shall result in no additional costs to City or Project delays. Blackberry Fann Swimming Pools Improvement Project Design Professional Agreement(single)/Rev.May.2018 Page 7of10 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty(30) calendar days written notice to Consultant. Consultant will be compensated for satisfactory Services performed through the date of abandonment and will be given reasonable time to assemble the work and close out the Services.No close out work shall be conducted without City reasonable approval of closure costs, which may not exceed ten percent(10%)of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty(30)days of Consultant's final invoice reasonably approved by the City. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thirty(30)calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of termination,but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within 30 days of Consultant's final invoice. 17. GOVERNING LAW,VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction.Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court against City. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement(or the successors of those authorities). If a dispute arises, Consultant must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration,the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action,files a complaint or cross-complaint, or pursues arbitration, appeal or other proceedings to enforce its rights or a judgment in connection with this Agreement,the prevailing party will be entitled to reasonable attorney fees and costs. This Section survives the expiration/termination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of any breach shall not be deemed to constitute waiver of another term, provision,covenant or condition, or a subsequent breach, whether of the same or a different character. Blackberry Farm Swimming Pools Improvement Project Design Professional Agreement(single)/Rev.May.2018 Page 8 of 10 21. ENTIRE AGREEMENT This Agreement and all its Sections represent the full and complete understanding of the Parties,of every kind or nature, and supersedes any and all other agreements and understandings, either oral or written,between them. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative.No verbal agreement or implied covenant will be valid to amend or abridge this Agreement.If there is any inconsistency between this main Agreement and the attachments or exhibits thereto,the text of the main Agreement shall prevail. 22. INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit,or amplify the terms or provisions of this Agreement. 24. SEVERABILITYRARTIAL INVALIDITY If any term or provision of this Agreement,or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable,such term or provision shall remain in force and effect to the extent allowed by such ruling.All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends,including without limitation those referenced in specific Sections herein,survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery,the delivery date confirmed by a reputable overnight delivery service,on the fifth calendar day after deposit in the United States Mail, postage prepaid,registered or certified, or the next business day following electronic submission: To: City of Cupertino To Consultant: Terracon Consultants,Inc. Attention: Alex Acenas, PW Proiect Manager Attention:Ron Bravo 10300 Torre Ave. 5075 Commercial Cir.,Ste.E Cupertino CA 95014 Concord, CA 94520 Email: AlexA(ci).cupertino.org Email:ron.bravo(uterracon.com Blackberry Farm Swimming Pools Improvement Project Design Professional Agreement(single)/Rev.May.2018 Page 9 of 10 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if it complies with the contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, is signed by the City Manager or authorized designee, and is approved for form by the City Attorney's Office. 28. EXECUTION The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has the right,power, and authority to enter into this Agreement and carry out all actions herein, and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Consultant. This Agreement may be executed in counterparts,each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF,the parties have caused the Agreement to be executed on the Effective Date stated earlier in this Agreement. CONSULTANT CITY OF CUPERTINO A Municipal Corporation By By Name Nam�i Title Title Date J Date 01 Tax I.D. No.: AP OV AS F RM• /� ��,v/� RO O . FIERRO Cupertino Acting City Attorney ATTEST: Q— " CE SCHMIDT ,l City Clerk Blackberry Farm Swimming Pools Improvement Project Design Professional Agreement(single)/Rev.May.2018 Page 10 of 10 EXHIBIT A SCOPE OF SERVICES CONSULTANT shall perform professional services as detailed in the following sections related to the Blackberry Farm Swimming Pools Improvement project. SECTION 1. GENERAL A. General PROJECT Description:The PROJECT involves providing engineering design services in connection with planned improvements to the pools at Blackberry Farm. B. General Performance Requirements: 1. The performance of all services by CONSULTANT shall be to the satisfaction of the CITY, in accordance with the express terms hereof,including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT. 2. The CITY's Department of Public Works shall manage the PROJECT and this AGREEMENT. CONSULTANT shall receive final direction from the CITY's Director of Public Works or his/her authorized designee(hereinafter collectively "CITY")only. The CITY shall resolve any conflicting direction from other groups, departments or agencies. 3. CONSULTANT shall coordinate this scope of services with the CITY as well as with other CITY consultants and contractors, as needed or as directed by the CITY. 4. CONSULTANT shall schedule meeting and prepare meeting agendas and minutes for all PROJECT meetings during the design phase under the scope of work. All minutes of meetings are due to the CITY within five (5)working days after the meeting. 5. CONSULTANT shall provide copies of such documentation to the CITY,and as directed by the CITY,to other appropriate agencies and entities. CONSULTANT shall coordinate all responses to comments through the CITY. 6. CONSULTANT's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly process of the work. The schedule of performance indicated in EXHIBIT B may be adjusted by mutual agreement. 7. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT. CONSULTANT shall consult with the CITY,research applicable design criteria, and communicate with members of the PROJECT team. S. CONSULTANT shall submit work products to the CITY,according to SECTION 2-TASKS, of this EXHIBIT A for purposes of evaluation and approval by the CITY. City of Cupertino Exhibits Page 1 of 5 Blackberry Farm Swimming Pools Improvement Project Terracon Consultants,Inc. C. Estimate of Probable Construction Cost:At Design Development and 75%Construction Documents phases,CONSULTANT shall prepare an estimate of probable construction cost as a decision-making tool. SECTION 2. TASKS A. Design Development(DD)Phase: 1. Meet with City to kickoff project, define the scope of work,confirm existing dimensions and obtain necessary information to create an accurate project background. 2. Prepare the site background drawing for the pool location on site and access to the project area. 3. Prepare demolition drawings and site access drawings for the pool re-surfacing and deck improvement scope of work. 4. Prepare Design Development drawings for the pool surfaces and deck improvements. 5. Provide product cut sheets for City's review and approval. 6. Engineer's Cost Estimate for Opinion of Probable Construction Costs:Provide opinion of probable construction cost for the swimming pool and deck improvements. Answer questions regarding estimate data for the aquatic facility.Consultant does not guarantee the opinion of probable construction cost. 7. Maintain open communication with City to discuss the aquatic facility Design Development drawings.Review and obtain approval of all pool improvements prior to commencing Construction Documents. ADDITIONAL SERVICES Consultant services beyond the work in these tasks may be provided by CONSULTANT as Additional Services only if such Additional Services are authorized in writing by the CITY in advance. An Additional Services allowance of ZERO DOLLARS($0)is made a part of this agreement. Additional services may be paid for as a negotiated maximum not to exceed amount or by a time and materials cost accounting with a maximum not to exceed. City of Cupertino Exhibits Page 2 of 5 Blackberry Farm Swimming Pools Improvement Project Terracon Consultants,Inc. EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by October 31,2018. EXHIBIT C COMPENSATION A. Maximum Compensation. The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this AGREEMENT. The maximum amount of compensation to be paid to CONSULTANT under this AGREEMENT, including both payment for professional services,additional services and reimbursable expenses,shall not exceed FIFTEEN THOUSAND DOLLARS ($15,000.00). CONSULTANT agrees that it shall perform all of the services set forth in EXHIBIT A of this AGREEMENT,except for additional services required pursuant to Section 2,TASKS and inclusive of reimbursable expenses,for the maximum not to exceed amount of FIFTEEN THOUSAND DOLLARS ($15,000.00). The maximum amount of Additional Services are authorized under Section G of this EXHIBIT C is ZERO DOLLARS($0). B. Method of Payment For the Tasks outlined above,CONSULTANT shall,during the term of this AGREEMENT, invoice the CITY monthly based upon a percentage of completion of each milestone set forth below in the Payment Schedule for services performed,and reimbursable expenses incurred if applicable,in completing that milestone under this AGREEMENT. (Hereinafter"Invoice.") Provided CONSULTANT has completed the services and incurred the reimbursable expenses covered by the Invoice in accordance with the provisions of this AGREEMENT,as determined by the CITY, the CITY shall pay CONSULTANT the amount shown on the Invoice within thirty (30)working days of receipt of the Invoice. The Invoice shall be based on the percentage of milestone completed,and it shall describe the topics and tasks completed during the Invoice period in accordance with the Budget Schedule and Payment Schedule set forth below. The Invoice shall list work completed and reimbursable expenses if applicable,in accordance with the Budget Schedule and Payment Schedule set forth below. CONSULTANT also shall include supporting documents for any reimbursable expenses. The Invoice shall also show the total to be paid for the Invoice period. City of Cupertino Exhibits Page 3 of 5 Blackberry Farm Swimming Pools Improvement Project Terracon Consultants,Inc. C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows: Task Task Description Compensation A. Design Development $15,000 Subtotal $15,000 Additional Services Allowance 0 Agreement Amount $15,000 CONSULTANT shall not exceed any of the specified budget amounts for any Task without prior written authorization from the CITY. The CITY may approve in writing the transfer of budget amounts between any of the Tasks listed above provided the total AGREEMENT amount does not exceed FIFTEEN THOUSAND DOLLARS($15,000.00). D. Payment Schedule The Payment Schedule for this AGREEMENT shall be as follows: TASK MILESTONE PERCENT OF TASK COMPENSATION PAID UPON COMPLETION OF MILESTONE A.Design Development 100% E. Subconsultant Services. CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services. F. Reimbursable expenses. Reimbursable expenses are included in CONSULTANT's lump sum compensation,including, but not limited to, any expenses related to CONSULTANT's internal plan checks,CAD test prints, 81/2"x 11" copies or fax copies. Plotting and Printing for public distribution will be the responsibility of the CITY. There are no separate reimbursable expenses for Basic Services performed under Tasks A and B in EXHIBIT A. G. Additional Services. CONSULTANT shall not perform Additional Services without prior written authorization of the CITY. Additional Services shall be separately negotiated to be paid on a lump sum or a time City of Cupertino Exhibits Page 4 of 5 Blackberry Farm Swimming Pools Improvement Project Terracon Consultants,Inc. and material basis at the rates set forth herein,as authorized by the CITY. The CITY has set aside the sum of ZERO DOLLARS ($0)for the payment of Additional Services.The CITY shall not authorize and CONSULTANT shall not perform any Additional Services that result in charges in excess of the above amount. CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for authorized Additional Services rendered during the previous month. In the event Additional Services are authorized,CONSULTANT shall subnvt Invoices in accordance with the CONSULTANT hourly rate schedule in EXHIBIT C-1. The rates shown therein shall stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C. EXHIBIT C-1 CONSULTANT HOURLY RATES FOR ADDITIONAL SERVICES job Title Hourly lob Title Hourly Rate Rate Senior Associate $210 Staff Engineer $ 135 Designer/Department Manager $200 CAD Drafter $ 110 Project Manager $ 175 Administration $75 Project Engineer $165 City of Cupertino Exhibits Page 5 of 5 Blackberry Farm Swimming Pools Improvement Project Terracon Consultants,Inc. EXHIBIT D Insurance Requirements Design Professionals& Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract,at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED `/1. Commercial General Liability(CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and t\q advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO Form CG 25 03 or 25 04)or it shall be twice the required occurrence limit. a It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be(i)the minimum coverage/limits specified in this agreement; or(ii)the broader coverage and maximum limits of coverage of any insurance policy,whichever is greater. h Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance,provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2 Automobile Liability: ISO CA 00 01 covering any auto(including owned, hired,and non-owned autos)with limits no less than$1,000,000 per accident for bodily injury and property damage. ✓3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury or disease. 4 kf J Not required. Consultant has provided written verification of no employees. ✓4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession,with limits no less than$2,000,000 per claim or$2,000,000 aggregate. If written on a claims made form: a The Retroactive Date must be shown and must be before the Effective Date of the Contract. h Insurance must be maintained for at least five(5)years after completion of the Services. c If coverage is canceled or non-renewed,and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date,the Consultant must purchase"extended reporting"coverage for a minimum of five(5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh.D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Feb.2018 1 ✓Additional Insured Status The City of Cupertino, its City Council,officers, officials, employees("Additional Insureds")are to be covered as additional insureds on Consultant's CGL policy.General Liability coverage can be provided in the form of an endorsement to Consultant's insurance(at least as broad as ISO Form CG 20 10(11/85)or both CG 20 10 and CG 20 37 forms,if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees,or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire,except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. ,,,Oaiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein (except Professional Liability). Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants.This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide,that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed or authorized to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract.City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract,including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above,City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk,prior experience, insurer or other special circumstances,with not less than ninety(90) days prior written notice. Exh.D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Feb.2018 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYI� I/l/2019 1 8/30/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). ACT PRODUCER Lockton Companies NAMES — 444 W.47th Street,Suite 900 PHONE Kansas City MO 64112-1906 E-MAIL (816)960-9000 AD R — _ INSURERS AFFORDING COVERAGE NAIC q INSURER A:Lexington Insurance CQmpan 19437 INSURED TERRACON CONSULTANTS,INC. INSURER B:Travelers Property Casual Co of America 25674 1312890 5075 COMMERCIAL CIRCLE INSURER C:The Travelers Indemnity Companv 25658 CONCORD CA 94520 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 15585213 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN5R ADOL TYPE OF INSURANCE ,SUBRI POLICY EFF POLICY EXP LTR POLICY NUMBER MM D MIDDNYYY LIMITS B COMMERCIAL GENERAL LIABILITY X Y Y TC2J-GLSA-11 I8L293 1/1/2018 1/1/20I9✓ EACH OCCURRENCE _$ 1.000,000 CLAIMS-MADE a OCCUR DAMAGE TO RENTED PREMISES E;3 occurren e $ 1,000 000 • CONTRACTUAL LIAB MED EXP(Any one person $ 25.000 • X U COVERAGE PERSONAL&ADV INJURY $ 1 OOO 000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2.000,000 POLICY❑X JEC LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY N y TC2J-CAP-131J3858 1/1/2018 1/1/2019w" COMBINED O aBINED1SINGLE LIMIT $ 2,000,000 X7 ANY AUTO BODILY INJURY(Par person) $ XXXXXXX OWNED AUTOS ONLY xzxxxxx P AUTOSULED BODILY INJURY(Par accident) $ XXX �{ ) X HIRED NON-OWNED PROPERTYDAMAGE $AUTOS ONLY AUTOS ONLY Per accident) _ UMBRELLA LIAB CUR ZUP-91M46583 1/1l2018 1/1/2019 EACH OCCURRENCE__--__ $ 5.000.000 B X EXCESS LIAB X CLAMS-MADE: Y Y I' (EXCLUDES PROF.LIAB.) AGGREGATE $ 5,000.000 B DIED RETENTION $ WORKERS COMPENSATION B AND EMPLOYERS'LIABILITY Y TC2JUB 13 1 J374218(AOS) l 1/2018 1/1/2019✓: X STATUTE .ERH C ANY PROPRIETOR/PARTNER/EXECUTIVE YIN TRICUB131J384618(AZ,b1A,WI�+'l'%1/2018 1/1/2019 1 E.L EACH ACCIDENT $ 1,000 OOO C OFFICER/MEMBER EXCLUDED? � N/A TC2JUB 13 1 J374218(CA),/ l/l/2018 1111-019 I--- - ----�--LO-0 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEEI$ 1 000 000 If yes,describe under Tom.-� DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT'$ 1.000 000 A PROFESSIONAL N N 26030216 I/l/2018 111/2119 $2,000,000 EACH CLAIM& LIABILITY $2,000,000 IN THE ANNUAL V AGGREGATE. DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) RE:BE186046-BLACKBERRY FARM SWIMMING POOL-FACILITY CONDITIONASSESSMENT,21979 SAN FERNANDO AVENUE CUTERTINO CA 95014.THE CITY OF CUPERTINO,ITS CITY COUNCIL,OFFICERS,OFFICIALS,EMPLOYEES ARE ADDITIONAL INSUREDS AS RESPECTS GENERAL LIABILITY AND UMBRELLA/EXCESS LIABILITY,AND THESE COVERAGES ARE PRIMARY AND NON-CONTRIBUTORY,AS REQUIRED BY WRITTEN CONTRACT,WAIVER OF SUBROGATION APPLIES TO GENERAL LIABILITY,AUTO LIABILITY,UMBRELLAIEXCESS LLABILITY,AND WORKERS CONIPENSATION/EMPLOYER'S LIABILITY,WHERE ALLOWED BY STATE LAW AND AS REQUIRED BY WRITTEN CONTRACT.PROFESSIONAL LIABILITY RETROACTIVE DATE:FULL PRIOR ACTS. CERTIFICATE HOLDER CANCELLATION See Attachments 15585213 CITY OF CUPERTINO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ATTENTION:ALEX ACENAS,PW PROTECT MANAGER THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10300 TORRE AVENUE CUPERTINO CA 95014 AUTHORIZED REPRESENTA li I ©1988',4015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD POLICY NUMB : TC2J-GLSA-1118L293 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - AUTOMATIC STATUS IF REQUIRED BY WRITTEN CONTRACT (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II-WHO IS AN INSURED: Any person or organization that: a. You agree in a "written contract requiring insurance"to include as an additional insured on this Coverage Part; and b. Has not been added as an additional insured for the same project by attachment of an endorsement under this Coverage Part which includes such person or organization in the endorsement's schedule; is an insured, but: a. Only with respect to liability for"bodily injury", "property damage" or"personal injury"; and b. Only as described in Paragraph (1), (2)or(3) below, whichever applies: (1) If the "Written contract requiring insurance" specifically requires you to provide additional insured coverage to that person or organization by the use of: (a)The Additional Insured -Owners, Lessees or Contractors- (Form B)endorsement CG 20 10 11 85; or (b) Either or both of the following: the Additional Insured -Owners, Lessees or Contractors- Scheduled Person Or Organization endorsement CG 20 10 10 01, or the Additional Insured -Owners, Lessees or Contractors- Completed Operations endorsement CG 20 37 10 01; the person or organization is an additional insured only if the injury or damage arises out of"your work" to which the "written contract requiring insurance" applies; (2) If the "written contract requiring insurance" specifically requires you to provide additional insured coverage to that person or organization by the use of: (a) The Additional Insured -Owners, Lessees or Contractors -Scheduled Person or Organization endorsement CG 20 10 07 04 or CG 20 10 04 13, the Additional Insured -Owners, Lessees or Contractors- Completed Operations endorsement CG 20 37 07 04 or CG 20 37 04 13, or both of such endorsements with either of those edition dates; or (b) Either or both of the following: the Additional Insured- Owners, Lessees or Contractors-Scheduled Person Or Organization endorsement CG 20 10, or the Additional Insured Owners, Lessees or Contractors -Completed Operations endorsement CG 20 37, without an edition date of such endorsement specified; the person or organization is an additional insured only if the injury or damage is caused, in whole or in part, by acts or omissions of you or your subcontractor in the performance Miscellaneous Attachment:M482524 Certificate ID: 15585213 of"your work"to which the "written contract requiring insurance" applies; or (3) If neither Paragraph (1) nor(2)above applies: (a) The person or organization is an additional insured only if, and to the extent that,the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of"your work"to which the "written contract requiring insurance" applies; and (b) The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. If the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum limits of liability required by the "written contract requiring insurance", the insurance provided to the additional insured will be limited to such minimum required limits of liability. For the purposes of determining whether this limitation applies, the minimum limits of liability required by the "written contract requiring insurance"will be considered to include the minimum limits of liability of any Umbrella or Excess liability coverage required for the additional insured by that"written contract requiring insurance". This endorsement will not increase the limits of insurance described in Section III - Limits Of Insurance. b. The insurance provided to the additional insured does not apply to "bodily injury", "property damage"or"personal injury"arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders or change orders, or the preparing, approving, or failing to prepare or approve, drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities. c. The insurance provided to the additional insured does not apply to "bodily injury" or "property damage" caused by "your work"and included in the "products-completed operations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured during the policy period. 3. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured. However, if the "written contract requiring insurance"specifically requires that this insurance apply on a primary basis or a primary and non-contributory basis, this insurance is primary to other insurance available to the additional insured under which that person or organization qualifies as a named insured, and we will not share with that other insurance. But the insurance provided to the additional insured by this endorsement still is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured, or is any other insured that does not qualify as a named insured, under such other insurance. 4. As a condition of coverage provided to the additional insured by this endorsement: a. The additional insured must give us written notice as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, such notice should include: (1) How,when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the"occurrence" or Miscellaneous Attachment:M482524 Certificate ID: 15585213 offense. b. If a claim is made or"suit" is brought against the additional insured, the additional insured must: (1) Immediately record the specifics of the claim or"suit" and the date received; and (2) Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or"suit'as soon as practicable. c. The additional insured must immediately send us copies of all legal papers received in connection with the claim or"suit', cooperate with us in the investigation or settlement of the claim or defense against the"suit', and otherwise comply with all policy conditions. d. The additional insured must tender the defense and indemnity of any claim or"suit'to any provider of other insurance which would cover the additional insured for a loss we cover under this endorsement. However,this condition does not affect whether the insurance provided to the additional insured by this endorsement is primary to other insurance available to the additional insured which covers that person or organization as a named insured as described in Paragraph 3. above. 5. The following is added to the DEFINITIONS Section: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury"and "property damage" occurs, and the "personal in-jury" is caused by an offense committed, during the policy period and: a. After the signing and execution of the contract or agreement by you; and b. While that part of the contract or agreement is in effect. CG D6 04 08 13 Miscellaneous Attachment:M482524 Certificate ID: 15585213 Miscellaneous Attachment:M79272 Certificate ID: 15585213 Policy Number: (ENERAL J-GLSA-1118L293 COMMERCIAL LIABILITY CG 24 04 10 93 WAIVER OF NSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person(s) or Organization(s): Any person or organization for whom you have agreed in a written contract or agreement to waive your right of recovery, but only for payments we make because of: 1. "Bodily injury" or "property damage" that occurs; or 2. "Personal injury" or"advertising injury" caused by an offense committed; after you have executed that contract or agreement. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. The Transfer OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (section IV-Commercial General Liability Conditions)is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work"done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. Miscellaneous Attachment:M451783 Certificate ID: 15585213 COMMERCIAL AUTO POLICY#TC2J-CAP-131 J 3858 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. Paragraph 5. Transfer of Rights of Recovery Against Others to Us of the CONDITIONS section is replaced by the following: 5. Transfer Of Rights Of Recovery Against Others to Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. CA T3 40 02 15 Miscellaneous Attachment:M45t784 Certificate ID: t5585213 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13(00) Policy Number(4218 (AOS) KUB131J384618(AZ,MA,WI) TC2JUB131J3 TMUB131J3 (CA) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: Any person or organization for which the Insured has agreed by written contract executed prior to loss to furnish this waiver. DESIGNATED ORGANIZATION: Any person or organization for which the Insured has agreed by written contract executed prior to loss to furnish this waiver. Miscellaneous Attachment:M463695 Certificate ID: 15585213 POLICY NUMBER: TC2J-GLSA-1118L293 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY - EARLIER NOTICE OF CANCELLATIONMONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days'Notice: 30 WHEN WE DO NOT RENEW(Nonrenewal:) Number of Days'Notice: 30 NAME: ANY PERSON OR ORGANIZATION FOR WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION,NONRENEWAL OR MATERIAL REDUCTION IN COVERAGE OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEE TO IT THAT WE RECEIVE A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION, NONRENEWAL, OR MATERIAL LIMITATION OF THIS POLICY;AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEMENT. ADDRESS:THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US A. For any statutorily permitted reason other than nonpayment of premium,the number of days required for notice of cancellation, as provided in the CONDITIONS Section of this insurance, or as amended by any applicable state cancellation endorsement applicable to this insurance, is increased to the number of days shown in the SCHEDULE above. B. For any statutorily permitted reason other than nonpayment of premium,the number of days required for notice of When We Do Not Renew(Nonrenewal), as provided in the CONDITIONS Section of this insurance, or as amended by any applicable state When We Do Not Renew (Nonrenewal)endorsement applicable to this insurance, is increased to the number of days shown in the SCHEDULE above. C. We will mail notice of cancellation or nonrenewal or material limitation of those coverage forms to the person or organization shown in the schedule above. We will mail the notice with at least the Number of Days indication above before the effective date to our action. IL T3 54 03 98 Miscellaneous Attachment:M463694 Certificate ED: 15585213 POLICY NUMBER: TC2J-CAP-131J3858 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY- NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice of Cancellation:30 NAME:ANY PERSON OR ORGANIZATION FOR WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION, OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEE TO IT THAT WE RECEIVE A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OR OF THIS POLICY;AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEMENT. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS: If we cancel this policy for any statutorilly permitted reason other than nonpayment of premium, and a number of days is shown for cancellation in the schedule above, we will mail notice of cancellation to the person or organization shown in the schedule above.We will mail such notice to the address shown in the schedule above at least the number of days shown for cancellation in the schedule above before the effective date of cancellation. IL T4 05 03 11 Miscellaneous Attachment:M463692 Certificate ID: 15585213 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 06 R3 POLICYNUMBER(TC2JUB-131J374218&TRJUBAIJ384618) II NOTICE OF CANCELLATION TO DESIGNATED PERSONS OR ORGANIZATIONS The following is added to PART SIX-CONDITIONS: Notice of Cancellation to Designated Persons or Organizations If we cancel this policy for any reason other than non-payment of premium by you,we will provide notice of such cancellation to each person or organization designated in the Schedule below. We will mail or deliver such notice to each person or organization at its listed address in at least the number of days shown for that person or organization before the cancellation is to take effect. You are responsible for providing us with the information necessary to accurately complete the Schedule below. If we cannot mail or deliver a notice of cancellation to a designated person or organization because the name or address of such designated person or organization provided to us is not accurate or complete,we have no responsibility to mail,deliver or otherwise notify such designated person or organization of the cancellation. SCHEDULE Name and Address of Designated Persons or Organizations: ANY PERSON OR ORGANIZATION FOR WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION,OF THIS POLICY WILL BE GIVEN,BUT ONLY IF: 1.YOU SEE TO IT THAT WE RECEIVE A WRITTEN REQUEST TO PROVIDE SUCH NOTICE,INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION,AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OR MATERIAL LIMITATION OF THIS POLICY;AND 2.WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN TEAS ENDORSEMENT. THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US Number of Days'Notice 30 All other terns and conditions of this policy remain unchanged. Miscellaneous Attachment:M463713 Certificate ID: 15585213 Policy Num er: �ZUP-91M46583Policy Type. U THIS ENDORSEMENT CHANGES THEPOLICY. PLEASE READ IT CAREFULLY DESIGNATED ENTITY - NOTICE OF CANCELLATIONMONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice of Cancellation: 30 NON RENEWAL: Number of Days Notice of Nonrenewal: 30 PERSON OR ORGANIZATION: Any person or organization for whom you have agreed in a written contract that notice of cancellation or nonrenewal of this policy will be given, but only if: 1.You send us a written request to provide such notice, including the name and address of such person or organization,after the first Named Insured receives notices from us of the cancellation or nonrenewal of this policy; and 2. We receive such written request at least 14 days before the beginning of the applicable number of days shown in this endorsement. PROVISIONS: A. If we cancel this policy for any statutory permitted reason other than nonpayment of premium, and a number of days is shown for cancellation in the schedule above,we will mail notice of cancellation to the person or organization shown in the schedule above.We will mail such notice to the address shown in the schedule above at least the number of days shown for cancellation in the schedule above before the effective daate of cancellation. B. If we decide to not renew this policy for any statutotily permitted reason, and a number of days is shown for nonrenewal in the schedule above,we will mail notice of nonrenewal to the person or organization shown in the schedule above.We will mail such notice to the address shown in the schedule above at least the number of days shown for nonrenewal in the schedule above before the expiration date. ILT4001209 Miscellaneous Attachment:M450465 Certificate ID: 15585213 This endorsement,effective 12:01 AM 01101/2018 Forms a part of policy no.: 026030216 Issued to:TERRACON CONSULTANTS, INC. By: LEXINGTON INSURANCE COMPANY ADVICE OF CANCELLATION TO ENTITIES OTHER THAN THE NAMED INSURED ENDORSEMENT This endorsement modifies insurance provided by the policy: SCHEDULE Name of Certificate Holder(s) and Address: WHERE PURSUANT TO A CONTRACT OR WRITTEN AGREEMENT THE INSURED HAS AGREED TO PROVIDE SUCH ADVICE OF CANCELLATION A. If the Insurer cancels this policy, prior written notice of cancellation shall be given to the Certificate Holder(s) shown in the above Schedule (hereinafter, "Certificate Holder(s)") as follows: 1. a ten (10)day prior written notice of cancellation shall be given for nonpayment of premium; 2, a thirty (30) day prior written notice of cancellation shall be given for any reason other than cancellation for non-payment of premium, 3. a thirty (30) day prior written notice of shall be given for non-renewal of this policy. B. The Insurer shall provide thirty (30) days prior written notice of a material change during the policy period to the Certificate Holder(s). Other than the right to receive notice of cancellation or a notice of a material change as set forth herein, this endorsement confers no rights under this policy to the Certificate Holcier(s) including, but not limited to, additional insured status or additional Named Insured status. The following definitions apply to this endorsement: 1. Insurer means the insurance company shown in the header on the Declarations Page of this policy. 2. Material change means the addition of an endorsement(s) to the policy after the policy inception date which: a. Reduces the Limits of insurance/Liability All other terms and conditions of the policy remain the same. LEXD00O21 — LX0404 Authorized Representative OR Countersignature(In states where applicable) TRAVELERS J One Tower Square, Hartford, Connecticut 06183 COMMERCIAL GENERAL LIABILITY POLICY NO.: .TC2J-GLSA-1118L293-TIL-18 COVERAGE PART DECLARATIONS ISSUE DATE: OZ= 18 INSURING COMPANY: TRAVELERS PROPERTY CASUALTY COMPANY OF AMERICA DECLARATIONS PERIOD: From 01-01-18 to 01-01-19 12:01 A.M. Standard Time at your mailing address shown in the Common Policy Declarations. The Commercial General Liability Coverage Part consists of these Declarations and the Coverage Form shown below. 1. COVERAGE AND LIMITS OF INSURANCE: COMMERCIAL GENERAL LIABILITY COVERAGE FORM LIMITS OF INSURANCE General Aggregate Limit (Other than Products-Completed Operations) $ 2,000,000 Products-Completed Operations Aggregate Limit $ 2,000,000 Personal & Advertising Injury Limit $ 11000,000 Each Occurrence Limit $ 11000,000 Dmge To Premises Rented To You Limit (any one premises) $ 1,000,000 Medical Expense Limit (any one person) $ 25,000 2. AUDIT PERIOD: ANNUAL 3. FORM OF BUSINESS: CORPORATION 4. NUMBERS OF FORMS,SCHEDULES AND ENDORSEMENTS FORMING PART OF THIS COVERAGE PART ARE ATTACHED AS A SEPARATE LISTING. COMMERCIAL GENERAL LIABILITY COVERAGE IS SUBJECT TO A GENERAL AGGREGATE LIMIT CG TO 01 11 03 Page 1 of 1 Order#CG AO 13 1103 PRODUCER: LOCKTON COMPANIES LLC NA287 OFFICE: KANSAS CITY 095 TRAVELERS POLICY NUMBER: TC2J-GLSA-1118L293-TIL-18 EFFECTIVE DATE: 01-01-18 ISSUE DATE: 02-09-18 LISTING OF FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS THIS LISTING SHOWS THE NUMBER OF FORMS, SCHEDULES AND ENDORSEMENTS BY LINE OF BUSINESS. IL TO 02 11 89 COMMON POLICY DECLARATIONS IL T8 01 10 93 FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS IL TO 01 01 07 COMMON POLICY CONDITIONS IL T3 02 07 86 CALCULATION OF PREMIUM-COMPOSITE RATE(S) IL T3 40 03 95 BROADENED NAMED INSURED ENDORSEMENT IL T8 00 NAMED INSURED IL T8 03 DESIGNATED ENTITY - EARLIER NOTICE OF IL T8 04 DESIGNATED NOTICE PERIODS AND ORGANIZATI IL T8 05 DESIGNATED NOTICE PERIODS AND ORGANIZATI IL T8 06 DESIGNATED NOTICE PERIODS AND ORGANIZATI IL T8 07 DESIGNATED NOTICE PERIODS AND ORGANIZATI IL T8 08 DESIGNATED NOTICE PERIODS IL T3 20 09 97 EARLIER NOT CANCEL/NONRENEWAL PROV BY US IL T3 54 03 98 DESIGNATED ENTITY - NOTICE CANC/NONRENW COMMERCIAL GENERAL LIABILITY CG AO 13 11 03 (CGTO01) COMMERCIAL GENERAL LIAB COV DEC CG D4 68 01 09 TOTAL AGG LMT & DESIG PROJ/LOC AGG LMTS CG TO 34 11 03 TABLE OF CONTENTS CG 00 01 10 01 COMMERCIAL GENERAL LIABILITY COV FORM CG T8 00 STATE APPLICABILITY CG T8 02 ADDITIONA INSURED OWNERS, LESSEES OR CG T8 04 ADDITIONAL INSURED - OWNERS, LESSEES OR CG T8 05 ADDITIONAL INSURED - OWNERS, LESSEES OR CG T8 07 KNOWLEDGE AND NOTICE OF OCCURRENCE CG T8 09 ADDITIONAL INSURED - OWNERS, LESSEES OR CG T8 10 ADDITIONAL INSURED - MANAGERS OR CG T8 11 Additional Insured - Designated Person CG T8 12 ADDITIONAL INSURED - LESSOR OR LEASED CG T8 13 TOTAL AGGREGATE LIMIT AND DESIGNATED CG T8 14 ADDITIONAL INSURED - OWNERS, LESSEES OR CG T8 15 ADDITIONAL INSURED - OWNERS, LESSEES OR CG T8 16 ADDITIONAL INSURED - OWNERS, LESSEES CG T8 17 Additional Insured - Owners, Lessees CG T8 18 Additional Insured - Owners, Lessees CG D2 69 04 16 ADDL INS-STATE OR POL SUBDIV-PERMITS CG D3 25 01 04 ADDITIONAL INSURED - MORTGAGEE,ASSIGNEE CG D3 61 03 05 ADD'L INSURED-OWNERS,LESSEES,CONTRACTORS CG D4 11 04 08 ADDL INSD-DESIG PERSON OR ORGANIZATION CG D4 71 01 15 AMEND COVERAGE B - PERS & ADV INJURY CG D6 04 08 13 BLANKET ADDL INS - AUTOMATIC STATUS REQ CG D6 47 10 12 CONTRACTUAL LIABILITY - RAILROADS CG F2 43 06 02 FUNGI/MOLD EXCLUSION - LOUISIANA CG F2 44 06 02 BACTERIA EXCLUSION - LOUISIANA IL T8 01 10 93 PAGE: 1 OF 4 TRAVELERS POLICY NUMBER: TC2J-GLSA-1118L293-TIL-18 EFFECTIVE DATE: 01-01-18 ISSUE DATE: 02-09-18 COMMERCIAL GENERAL LIABILITY (CONTINUED) CG 20 10 10 01 ADDL INSD-OWNER/LESSEE/CONTRACTOR B CG 20 11 01 96 ADD'L INS-MANAGERS OR LESSORS OF PRIM CG 20 28 11 85 ADD'L INS-LESSOR OF LEASED EQUIPMENT CG 20 37 07 04 ADD INSURED-OWNRS,LESSEES,CONT COMPL OPS CG 24 04 10 93 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY GN 00 13 11 97 EXTENSION OF COVERAGE-BODILY INJURY GN 00 14 11 03 EXTENSION OF COV-DAMAGE PREMISES RENTED CG DO 37 04 05 OTHER INSURANCE-ADDITIONAL INSUREDS CG D1 27 11 03 INCIDENTAL MEDICAL MALPRACTICE CG D1 29 09 08 AMEND-WHO IS INS-PARTN, JOINT VENT & LLC CG D1 54 09 13 COV FOR BI-CO-EMPLOY OR OTHER VOLUNTEER CG D2 03 12 97 AMEND-NON CUMULATION OF EACH OCC CG D3 30 06 04 AMEND WHO IS AN INSURED-EXCESS COVERAGE CG D3 33 06 04 AMEND OF AIRCRAFT,AUTO,WATERCRAFT-EXCL CG F1 56 07 11 WAIVER OF IMMUNITY-PORT AUTHORITY CG D2 43 01 02 FUNGI OR BACTERIA EXCLUSION CG D2 56 11 03 AMENDMENT OF COVERAGE CG D2 88 11 03 EMPLOYMENT-RELATED PRACTICES EXCLUSION CG D3 26 10 11 EXCLUSION - UNSOLICITED COMMUNICATION CG D3 56 05 14 MOBILE EQUIP REDEFINED-EXCL OF VEHICLES CG D3 58 09 15 EXCLUSION -SILICA OR SILICA-RELATED DUST CG D3 80 10 11 EXCL-ENGIN ARCHITECT OR SURVEY PROF LIAB CG D3 91 08 13 EXCL-PROJ SUBJ TO WRAP-UP-LTD EXCEPTIONS CG D6 18 10 11 EXCL-VIOLATION OF CONSUMER FIN PROT LAWS CG D6 99 08 13 AMEND LIQ EXCL-EXCEPT SCHED PREM/ACTIV CG D7 46 01 15 EXCL-ACCESS OR DISCL OF CONF/PEAS INFO CG D7 71 01 16 UNMANNED AIRCRAFT EXCL-EX CERTAIN Al CG F2 68 05 05 TX CHANGES-EMPL RELATED PRACTICES EXCL CG F4 94 12 08 AMEND CONTR EX DMGES INSD CONTRACT - LA CG F7 68 08 13 WA CHGS - AMEND LIQ EXCL EX SCHED ACTIV CG F8 80 05 15 EXCLUSION - DISCRIMINATION - TEXAS CG 21 54 01 96 EXCL - OPERATION BY A CONSOLIDATED INS CG Dl 42 01 99 EXCLUSION-DISCRIMINATION CG D2 42 01 02 EXCLUSION WAR CG Fl 19 09 08 INDIANA CHANGES-DEFINITION OF POLLUTANTS CG F2 45 07 02 EXCLUSION - WAR - WASHINGTON CG T4 78 02 90 EXCLUSION-ASBESTOS CG T5 69 06 14 EXL ALL POLL INJURY/DA2MAGE HOST FIRE EX CG F2 50 09 08 MISSOURI CHGS - DEFINITION OF POLLUTANTS CG F2 58 01 08 WA CHANGES CG F2 63 08 11 NEW YORK CHGS-CGL COVERAGE FORM CG F2 66 11 03 WA CHANGES EMPLOY RELATED PRACTICES EXCL CG F2 71 12 06 LOUISIANA CHANGES - INSURING AGREEMENT CG F4 22 03 06 GOVERNMENTAL IMMUNITY ENDORSEMENT-IOWA CG F4 27 09 08 ARKANSAS CHGS - DEFINITION OF POLLUTANTS CG 01 03 06 06 TEXAS CHANGES CG 01 09 11 85 KS AND OK CHANGES-TRANSFER OF RIGHTS CG 01 22 07 98 MINNESOTA CHANGES-CONT LIAB EXCLUSION CG 01 68 10 09 MICHIGAN CHANGES CG 01 79 07 10 VIRGINIA CHANGES IL T8 01 10 93 PAGE: 2 OF 4 Awe TRAVELERS) POLICYNUMBER: TC2J-GLSA-1118L293-TIL-18 EFFECTIVE DATE: 01-01-18 ISSUE DATE: 02-09-18 COMMERCIAL GENERAL LIABILITY (CONTINUED) CG 26 05 02 07 MINNESOTA CHANGES CG 26 20 10 93 NJ CHANGES-LOSS INFORMATION CG 26 21 10 91 NY CHANGES-TRANSFER OF DUTIES CG 26 50 12 98 MO CHANGES-MEDICAL PAYMENTS CG 26 73 06 02 MARYLAND CHANGES - PREMIUM AUDIT COND CG 26 81 12 04 MINNESOTA CHANGES - DUTIES CONDITION CG F2 41 05 02 WASHINGTON - FUNGI OR BACTERIA EXCLUSION EMPLOYEE BENEFITS LIABILITY CG TO 09 03 95 EMPLOYEE BENEFITS LIAB COV PART DEC CG TO 43 01 16 EMPLOYEE BENEFITS LIAB TABLE OF CONTENTS CG T1 01 01 16 EMPLOYEE BENEFITS LIABILITY COV FORM CG T9 88 01 16 MARYLAND CHANGES - EBL MULTIPLE SUBLINE ENDORSEMENTS C = COMMERCIAL GENERAL LIABILITY E = EMPLOYEE BENEFITS LIABILITY L = LIQUOR LIABILITY CG 01 04 12 04 NEW YORK CHANGES-PREMIUM AUDIT (C, L) CG 01 18 12 04 LA CHANGES-LEGAL ACTION AGAINST US (C, L) CG 01 24 01 93 WI CHANGES-AMEND OF POLICY CONDITIONS (C, E, L) CG 01 52 04 17 NH CHANGES - PREMIUM AUDIT CONDITION (C, L) CG 01 60 07 98 WYOMING CHANGES (C, L) CG 01 86 12 04 UTAH CHANGES (C, E, L) CG 26 25 04 05 MO CHANGES-GUARANTY ASSOCIATION (C, L) CG 26 84 12 04 LA CHGS-TRANSF OF RGHTS RECVY AGNST OTHS (C, L) INTERLINE ENDORSEMENTS IL T2 71 08 16 DESIG ENTITY-NOC-US FED GOV AGCY OR DEPT IL T3 68 01 15 FEDERAL TERRORISM RISK INS ACT DISCLOSE IL T4 00 12 09 DESIGNATED ENTITY-C/NR PROVIDED BY US IL T4 05 03 11 DESIGNATED ENTITY - CANC PROVIDED BY US IL T4 12 03 15 AMNDT COMMON POLICY COND-PROHIBITED COVG IL T4 14 01 15 CAP ON LOSSES CERTIFIED ACT OF TERRORISM IL 00 21 09 08 NUCLEAR ENERGY LIAB EXCL END-BROAD FORM IL 01 14 10 13 WYOMING CHANGES-DEFENSE COSTS IL 01 15 01 10 NEVADA CHANGES - DOMESTIC PARTNERSHIP IL 01 17 12 10 INDIANA CHANGES-WORKERS' COMP EXCLUSION IL 01 23 11 13 WASHINGTON CHANGES - DEFENSE COSTS IL 01 25 11 13 COLORADO CHANGES - CIVIL UNION IL 01 40 09 08 CONNECTICUT CHANGES - CIVIL UNION IL 01 41 09 08 NEW JERSEY CHANGES-CIVIL UNION IL T8 01 10 93 PAGE: 3 OF 4 TRAVELERS POLICY NUMBER: TC2J-GLSA-1118L293-TIL-18 EFFECTIVE DATE: 01-01-18 ISSUE DATE: 02-09-18 INTERLINE ENDORSEMENTS (CONTINUED) IL 01 42 09 08 OREGON CHANGES-DOMESTIC PARTNERSHIP IL 01 47 09 11 ILLINOIS CHANGES - CIVIL UNION IL 01 58 09 08 IN CHANGES IL 01 62 10 13 ILLINOIS CHANGES - DEFENSE COSTS IL 01 65 09 08 ND CHANGES-EXAM OF YOUR & RECORDS IL 01 67 10 13 MT CHANGES - CONFORMITY WITH STATUTES IL 01 68 03 12 TEXAS CHANGES - DUTIES IL 01 79 10 02 OKLAHOMA NOTICE IL 01 99 09 08 AR CHGS-TRANSFER OF RIGHTS OF RECOVERY IL 02 61 09 07 KS CHANGES-CANCELLATION & NON-RENEWAL IL 09 10 07 02 PENNSYLVANIA NOTICE IL 09 13 04 98 INSURANCE INSPCTN SERV EXEMPT FROM LIAB IL T9 11 01 89 NH-CHANGES IL T8 01 10 93 PAGE: 4 OF 4